UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 19, 2016
The Travelers Companies, Inc.
(Exact name of registrant as specified in its charter)
Minnesota |
| 001-10898 |
| 41-0518860 |
(State or other jurisdiction of |
| (Commission File Number) |
| (IRS Employer Identification |
485 Lexington Avenue |
| 10017 |
(Address of principal executive offices) |
| (Zip Code) |
(917) 778-6000
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) On May 19, 2016, the shareholders of The Travelers Companies, Inc. (the “Company”) approved an amendment to The Travelers Companies, Inc. 2014 Stock Incentive Plan (the “2014 Stock Incentive Plan”) at the Company’s annual meeting of shareholders. The amendment:
· increases the number of shares authorized for issuance under the 2014 Stock Incentive Plan by 4,400,000; and
· prohibits the payment of dividends or dividend equivalents on stock options and stock appreciation rights granted under the 2014 Stock Incentive Plan.
The material terms of the 2014 Stock Incentive Plan, as amended (the “Amended and Restated 2014 Stock Incentive Plan”), are described in the Company’s definitive proxy statement, dated April 1, 2016, under the heading “Item 4 — Amendment to The Travelers Companies, Inc. 2014 Stock Incentive Plan”, which is incorporated herein by reference.
The Amended and Restated 2014 Stock Incentive Plan is filed as Exhibit 10.1 hereto.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Company held its annual meeting of shareholders on May 19, 2016. For more information on the following proposals submitted to shareholders, see the Company’s definitive proxy statement dated April 1, 2016. Below are the final voting results.
Item 1 — Election of Directors
Name |
| Votes For |
| Votes Against |
| Votes Withheld |
| Broker Non-Votes |
|
Alan L. Beller |
| 222,617,536 |
| 1,495,752 |
| 656,733 |
| 33,521,995 |
|
John H. Dasburg |
| 219,538,570 |
| 4,373,771 |
| 857,680 |
| 33,521,995 |
|
Janet M. Dolan |
| 220,125,887 |
| 4,017,331 |
| 626,803 |
| 33,521,995 |
|
Kenneth M. Duberstein |
| 217,176,326 |
| 6,891,923 |
| 701,772 |
| 33,521,995 |
|
Jay S. Fishman |
| 220,842,745 |
| 3,437,225 |
| 490,051 |
| 33,521,995 |
|
Patricia L. Higgins |
| 222,936,547 |
| 1,276,140 |
| 557,334 |
| 33,521,995 |
|
Thomas R. Hodgson |
| 219,922,613 |
| 4,114,243 |
| 733,165 |
| 33,521,995 |
|
William J. Kane |
| 223,525,791 |
| 715,417 |
| 528,813 |
| 33,521,995 |
|
Cleve L. Killingsworth Jr. |
| 220,043,518 |
| 3,963,286 |
| 763,217 |
| 33,521,995 |
|
Philip T. Ruegger III |
| 223,417,745 |
| 811,615 |
| 540,661 |
| 33,521,995 |
|
Todd C. Schermerhorn |
| 223,145,608 |
| 1,071,389 |
| 553,024 |
| 33,521,995 |
|
Alan D. Schnitzer |
| 222,473,054 |
| 1,796,958 |
| 500,009 |
| 33,521,995 |
|
Donald J. Shepard |
| 220,364,190 |
| 3,637,649 |
| 768,182 |
| 33,521,995 |
|
Laurie J. Thomsen |
| 219,041,214 |
| 5,073,393 |
| 655,414 |
| 33,521,995 |
|
Item 2 — Ratification of Independent Registered Public Accounting Firm
Votes For |
| Votes Against |
| Votes Abstained |
| Broker Non-Votes |
|
254,193,521 |
| 3,523,155 |
| 575,340 |
| 0 |
|
Item 3 — Non-Binding Vote to Approve Executive Compensation
Votes For |
| Votes Against |
| Votes Abstained |
| Broker Non-Votes |
|
185,407,531 |
| 38,069,077 |
| 1,293,413 |
| 33,521,995 |
|
Item 4 —Amendment to the Company’s 2014 Stock Incentive Plan
Votes For |
| Votes Against |
| Votes Abstained |
| Broker Non-Votes |
|
213,410,247 |
| 10,256,248 |
| 1,103,526 |
| 33,521,995 |
|
Item 5 — Shareholder Proposal Relating to Political Contributions and Expenditures
Votes For |
| Votes Against |
| Votes Abstained |
| Broker Non-Votes |
|
67,759,263 |
| 126,614,281 |
| 30,396,477 |
| 33,521,995 |
|
Item 6 — Shareholder Proposal Relating to Lobbying
Votes For |
| Votes Against |
| Votes Abstained |
| Broker Non-Votes |
|
85,350,888 |
| 109,015,603 |
| 30,403,530 |
| 33,521,995 |
|
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
| Description |
|
|
|
10.1 |
| The Travelers Companies, Inc. Amended and Restated 2014 Stock Incentive Plan. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: May 20, 2016 | THE TRAVELERS COMPANIES, INC. | ||
|
|
| |
| By: | /s/ Kenneth F. Spence III | |
|
| Name: | Kenneth F. Spence III |
|
| Title: | Executive Vice President and General Counsel |